EXHIBIT 4.12

                         CERTIFICATE OF DESIGNATION

                                      OF

            SERIES A 10% MANDATORILY CONVERTIBLE PREFERRED STOCK

                                      OF
                      _________________________________

                         JD AMERICAN WORKWEAR, INC.
                          (a Delaware corporation)
                      _________________________________


          (Pursuant to Section 151 of the General Corporation Law 
                          of the State of Delaware)

                        * * * * * * * * * * * * * * *

      JD American Workwear, Inc., a corporation organized and existing under 
the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY 
THAT:

      FIRST:  The Corporation was incorporated in the State of Delaware on 
January 19, 1994.

      SECOND:  Pursuant to authority conferred upon the Board of Directors by 
the Certificate of Incorporation of the Corporation, under the provisions of 
Section 151 of the General Corporation Law of the State of Delaware, the 
following resolutions were duly adopted by unanimous written consent of the 
Board of Directors dated August 26, 1997, which resolutions are still in full 
force and effect and are not in conflict with any provisions of the Certificate
of Incorporation or By-Laws of the Corporation:

      RESOLVED, that pursuant to the authority vested in the Board of Directors 
of this Corporation by Section 151 of the General Corporation Law of the State 
of Delaware and in accordance with the provisions of its Certificate of 
Incorporation, as amended, a class of preferred stock of the Corporation to be 
known as Series A 10% Mandatorily Convertible Preferred Stock is hereby created 
and provided for and the Board of Directors hereby fixes, states and expresses 
the terms, designation, relative rights, preferences and limitations of such 
class in the particulars required by but not specifically set forth in said 
Certificate of Incorporation, or any amendment thereto, as follows:

      1.  Designation.  The Board of Directors does hereby provide for the issue
of a new class of Preferred Stock of the Corporation, to be designated and 
known as Series A 10% Mandatorily Convertible Preferred Stock ("Series A 
Preferred Stock").

      2.  Number of Shares.  The number of shares constituting the Series A 
Preferred Stock shall be and the same hereby is fixed at six hundred (600).

      3.  Stated Capital.  The amount to be represented in stated capital at 
all times and the par value for each share of Series A Preferred Stock shall be
$2,500.00.

      4.  Rank.  The Series A Preferred Stock shall, with respect to rights on 
redemption and liquidation, rank (i) senior and prior to any other class or 
series of the Preferred Stock; and (ii) senior and prior to any other equity 
securities of the Corporation, including all classes of the Common Stock, $.002 
par value per share (the "Common Stock" or "Common Shares"), of the Corporation.

      5.  Dividends.  (a)  Each holder of shares of Series A Preferred Stock 
shall be entitled to receive, when and as declared in the discretion of the 
Board of Directors of the Corporation (the "Board of Directors") out of funds 
legally available for such purpose, cumulative dividends at the annual rate of 
10%, expressed as a percentage of the Liquidation Value (as defined in Section 6
below) or $250.00 per share.  Such dividends shall be payable in arrears in 
equal annual payments (except for dividends on account of any partial annual 
period commencing with the date of issuance of such Series A Preferred Stock) 
on May 31 of each year ("Dividend Payment Date") (and if any Dividend Payment 
Date is not a business day, such dividend payment shall be made on the next 
following business day, and such extension of time shall be included in 
computing such dividend payment) commencing on May 31, 1998, to holders on the 
record date therefor, in preference to dividends on the Common Stock.  Until 
the effective date of the registration statement to be filed with the 
Securities and Exchange Commission in connection with the registration of the 
public resale of the Common Stock issuable to the holders upon conversion of 
the Series A Preferred Stock (the "Resale Registration Statement"), the 
dividend shall be payable in shares of Common Stock by issuing additional 
fully paid and nonassessable shares of Common Stock having a fair market 
value (determined in accordance with Section 7(e)), as nearly equal as 
possible to (but not in excess of) such cash dividends.  
Dividends shall cease to accrue after the effective date of the Resale 
Registration Statement.  On each Dividend Payment Date, the Board of Directors 
shall declare and pay, and the Corporation shall issue, in lieu of such cash 
dividends and in payment thereof, additional fully paid and nonassessable 
shares of Common Stock having a fair market value as nearly equal as possible 
to (but not in excess of) such cash dividends.  Such dividends shall accrue on 
a daily basis from the date of issuance of such shares.  Each dividend payment 
on each share of Series A Preferred Stock shall be issued, and may be 
transferred, only in denominations which are integral multiples of one share 
of Common Stock.

      (b)  Holders of the Series A Preferred Stock shall be entitled to receive 
the dividends provided for in Section 5(a) hereof in preference to and in 
priority over any dividends upon any of the Common Stock and any class or 
series of junior stock.  If the full dividends (after taking into account the 
issuance of additional shares of Common Stock in lieu of cash dividends and in 
payment thereof) in respect of Dividend Payment Date shall not have been paid 
on all shares of Series A Preferred Stock at the time outstanding, whether or 
not earned or declared, dividends in the amount of the deficiency will be fully
paid on or declared and set apart for, such shares (i) before any dividend or 
other distribution, whether in cash or property, will be paid on declared or 
set apart for any shares of Common Stock or any class or series of junior 
stock and (ii) before any moneys will be set aside for or applied to any 
redemption, retirement, purchase or other acquisition (either pursuant to any 
purchase or sinking fund provisions or otherwise) of any shares of Common 
Stock or any class or series of junior stock, other than upon exercise of the 
Corporation's rights under any restricted stock purchase agreement, employment 
agreement, option agreement or similar contractual arrangement with any 
employee of the corporation.  The term "junior stock" shall mean any class 
or series of stock junior to Series A Preferred Stock as to dividends and 
the distribution of assets upon liquidation, dissolution, bankruptcy, 
reorganization or other insolvency proceeding, and upon the winding up of 
the Corporation.  Subject to the limitations in Sections 5(b) and (c), 
dividends may be paid on the Common Stock or any other junior stock out 
of any funds legally available for such purpose when and as declared by the 
Board of Directors.

      (c)  No dividend shall be declared, paid or set aside on the Common Stock 
unless a dividend on the Series A Preferred Stock shall be declared, paid or 
set aside by the Board of Directors simultaneous with any dividend on the Common
Stock, in an amount which is equal to the product of (a) the per share amount if
any, of the dividend declared, paid or set aside form the Common Stock, 
multiplied by (b) the number of shares of Common Stock into which each such 
share of Series A Preferred Stock and any share representing accrued and unpaid
dividends is then convertible.  The dividend on the Series A Preferred Stock 
shall be equivalent in amount and nature (based on the Conversion of such 
Series A Preferred Stock to Common Stock) and payable on the same terms and 
conditions as the dividend declared on the Common Stock.

      6.  Liquidation Preferences.  In the event of a voluntary or involuntary 
liquidation, dissolution or winding up of the Corporation, the holders of 
Series A Preferred Stock shall be entitled to receive out of the assets of the
Corporation, whether such assets are capital or surplus of any nature, an 
amount equal to $2,500.00 per share (the "Liquidation Value") and a further 
amount equal to any dividends accrued and unpaid thereon, as provided in 
Section 5, to the date that payment is made available to the holders of 
Series A Preferred Stock, whether earned or declared or not, and no more, 
before any payment shall be made or any assets distributed to the holders of 
junior stock.  In the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the Corporation, subject to all of the rights 
of the holders of Series A Preferred Stock as set forth herein and the 
holders of any other classes and series of Preferred Stock on distribution 
or otherwise, the holders of Common Shares shall be entitled to receive, 
ratably, all remaining assets of the Corporation.  A merger or consolidation 
shall not be deemed to be a liquidation, dissolution or winding up within 
the meaning of this paragraph.

      7.  Conversion. (a) Exercise of Conversion Privilege.  Until the 
Mandatory Conversion Date, as defined in Section 7(f), each share of Series A 
Preferred Stock shall be convertible at the holder's option in whole or in part
from time to time into shares of the Corporation's common stock, $.002 par 
value per share (the "Common Stock"), upon surrender of the certificate 
representing those shares to be converted, at the office of the Corporation, 
accompanied by a written notice of conversion in the form annexed hereto in 
form satisfactory to the Corporation duly executed by the registered holder 
or its duly authorized attorney, at a conversion price of $2.50 per share, 
subject to adjustment as hereinafter provided (the "Conversion Price").  
If the certificate representing those shares to be converted is converted in 
part only, the Corporation will issue a new certificate representing the 
number of shares not so converted. Any dividends accrued and unpaid on the 
date of conversion shall be added to the Liquidation Value and credited 
towards the Conversion Price.  No fractional shares or scrip representing 
fractional shares will be issued upon any conversion, but an adjustment in 
cash will be made, in respect of any fraction of a share which would 
otherwise be issuable upon the surrender of the certificate representing 
those shares to be surrendered for conversion.

      (b)  Dividends; Reclassifications, etc.  In the event that the 
Corporation shall, at any time prior to the exercise of conversion rights 
hereunder:  (i)  declare or pay to the holders of the Common Stock a dividend 
payable in any kind of shares of capital stock of the Corporation; or (ii) 
combine, subdivide or otherwise reclassify its Common Stock into the same 
or a different number of shares with or without par value, or in shares of 
any class or classes; or (iii) transfer its property as an entirety or 
substantially as an entirety to any other Corporation; or (iv) make any 
distribution of its assets to holders of its Common Stock as a liquidation 
or partial liquidation dividend or by way of return of capital; then, in 
each case, the Conversion Price, and the number and kind of shares of Common
Stock receivable upon conversion of each share of Series A Preferred Stock, 
in effect at the time of the record date for such dividend or distribution, 
or of the effective date of such subdivision, combination or 
reclassification, shall be proportionally adjusted so that the holder upon the 
subsequent exercise of conversion rights, shall receive, in addition to or in 
substitution for the shares of Common Stock to which it would otherwise be 
entitled upon such exercise, such additional shares of capital stock or scrip 
of the Corporation, or such reclassified shares of capital stock of the 
Corporation, or such shares of the securities or property of the Corporation 
resulting from such transfer, or such assets of the Corporation, which it 
would have been entitled to receive had it exercised these conversion 
rights prior to the happening of any of the foregoing events.  Such 
adjustment shall be made successively whenever any of the forgoing events 
shall occur.

      (c)  Registration of Transfer or Conversion.  The Corporation shall 
maintain books for the transfer and registration of the Series A Preferred 
Stock. Upon the transfer of any Series A Preferred Stock, the Corporation 
shall issue and register the certificate representing such Series A Preferred 
Stock in the names of the new holders.  Such certificate shall be signed 
manually by the Chairman, Chief Executive Officer, President or any Vice 
President and the Secretary or Assistant Secretary of the Corporation.  The 
Corporation shall convert, from time to time, any outstanding Series A 
Preferred Stock upon the books to be maintained by the Corporation for such 
purpose upon surrender thereof for conversion properly endorsed or accompanied 
by appropriate instructions for conversion.  Subject to the terms of this 
Certificate of Designation, upon surrender of a certificate representing 
shares of Series A Preferred Stock, the Corporation shall promptly issue and 
deliver to or upon the written order of the holder of such Series A Preferred 
Stock and in such name or names as such holder may designate, a certificate or 
certificates for the number of full shares of Common Stock due to such holder 
upon the conversion of such Series A Preferred Stock (the "Conversion 
Shares").  Such certificate or certificates shall be deemed to have been 
issued and any person so designated to be named therein shall 
be deemed to have become the holder of record of such Conversion Shares; 
provided, however, that if, at the date of surrender the transfer books of the 
Common Stock shall be closed, the certificates for the Conversion Shares shall 
be issuable as of the next date on which such books shall be opened and until 
such date the Corporation shall be under no duty to deliver any certificate 
for such Conversion Shares; provided, further, however, that such transfer 
books, unless otherwise required by law or by applicable rule of any national 
securities exchange, shall not be closed at any on time for a period longer 
than 20 days.

      (d)  Notice to Holder.  If, at any time while shares of Series A 
Preferred Stock are outstanding, the Corporation shall pay any dividend on its 
Common Stock payable in cash or in Common Stock, shall offer to the holders of 
its Common Stock for subscription or purchase by them any shares of stock of 
any class or any other rights, or shall enter into an agreement to merge or 
consolidate with another corporation, the Corporation shall cause notice 
thereof to be mailed to the registered holders of shares of Series A Preferred 
Stock at the addresses appearing on the registration books of the Corporation, 
at least ten (10) days prior to the record date as of which holders of Common 
Stock shall participate in such dividend, distribution or subscription or 
other rights or at least ten (10) days prior to the effective date of the 
merger or consolidation.  Failure to give notice as required by this Section, 
or any defect therein, shall not affect the legality or validity of any 
dividend, distribution or subscription or other right.

      (e)  Adjustments to Conversion Price.   The Conversion Price in effect 
at the time of the exercise of conversion rights hereunder as set forth in 
Section 7(a) shall be subject to adjustment from time to time as follows:

            (i)  Issuance of Common Stock or Convertible Securities.  If at 
      any time after the date of issuance hereof the Corporation shall issue 
      and sell any shares of Common Stock, or grant or issue any warrants, 
      rights or options exercisable for the purchase of stock or other 
      securities convertible into or exchangeable for Common Stock (such 
      convertible stock or securities being herein collectively referred to as 
      "Convertible Securities") other than:  (i) shares issued in a 
      transaction described in Section 7(e)(ii); or (ii) shares issued, 
      subdivided or combined in transactions described in Section 7(b) 
      (provided that the Conversion Price shall have been previously adjusted 
      pursuant thereto); for a consideration per share which is less than the 
      fair market value (as determined in accordance with Section 7(e)(viii)) 
      of the Common Stock on the date of such issuance or sale then the 
      Conversion Price in effect immediately prior to such issuance or sale 
      (the "Applicable Conversion Price") shall simultaneously with such 
      issuance or sale, be adjusted to equal a price determined by multiplying 
      the Applicable Conversion Price by a fraction, the numerator of which 
      shall be:

                  (A)  the sum of:  (x) the total number of shares of Common 
            Stock outstanding when the Applicable Conversion Price was 
            established, plus (y) the number of shares of Common Stock which 
            the aggregate consideration received for the issuance or sale of 
            such additional Common Stock as determined in accordance with 
            Section 7(e)(iii), or Convertible Securities deemed to be an 
            issuance of Common Stock as provided in Section 7(e)(iv), would 
            purchase (including any consideration received by the Corporation 
            upon the issuance of any shares of Common Stock since the date the 
            Applicable Conversion Price was established not previously 
            included in any computation resulting in an adjustment pursuant to 
            this Section 7(e)(i) at the Applicable Conversion Price in effect 
            immediately prior to such issuance or sale; and the denominator of 
            which shall be

                  (B)  the total number of shares of Common Stock outstanding 
            (or deemed to be outstanding as provided in subsection 7(e)(iv) 
            hereof) immediately after the issuance or sale of such additional 
            shares;

provided, however, that no such adjustment shall be made if the Applicable 
Conversion Price thus obtained would be greater than the Applicable Conversion 
Price immediately prior to such adjustment.

            (ii)  Exclusions.  Anything in this Section 7(e) to the contrary 
      notwithstanding, no adjustment in the Conversion Price shall be made in 
      connection with:

                  (A)  the grant, issuance or exercise of any Convertible 
            Securities pursuant to the Corporation's qualified or 
            non-qualified Stock Option Plans or any other bona fide employee 
            benefit plan or incentive arrangement, adopted or approved by the 
            Corporation's Board of Directors, as may be amended from time to 
            time, or under any other bona fide employee benefit plan hereafter 
            adopted by the Corporation's Board of Directors; 

                  (B)  the issuance of any shares of Common Stock pursuant to 
            the grant or exercise of Convertible Securities outstanding as of 
            the date hereof including, without limitation, the conversion of 
            any Series A Preferred Stock issued in the same placement of 
            securities pursuant to which the Series A Preferred Stock was 
            issued by the Corporation, whether or not outstanding on the date 
            hereof;

                  (C)  the issuance of any shares of Common Stock pursuant to 
            the exercise of warrants to purchase Common Stock issued in 
            connection with the Corporation's initial public offering of 
            equity securities, including any such warrants or options issued 
            to the Underwriter; or 

                  (D)  the issuance of any shares of Common Stock upon the 
            conversion or exchange of any notes, debentures or similar classes 
            of debt securities of the Corporation, whether or not by their 
            terms such securities were convertible or exchangeable at 
            issuance.

            (iii)  Computations.  For the purpose of Section 7(e)(i), the 
      following provisions shall be applicable:

                  (A)  In case of the issuance or sale of additional shares of 
            Common Stock for cash, the consideration received by the 
            Corporation therefor shall be deemed to be the amount of cash 
            received by the Corporation for such shares, before deducting 
            therefrom any commissions, compensations or other expenses paid or 
            incurred by the Corporation for any underwriting of, or otherwise 
            in connection with, the issuance or sale of such shares.

                  (B)  In the case of the issuance of Convertible Securities, 
            the consideration received by the Corporation therefor shall be 
            deemed to be the amount of cash, if any, received by the 
            Corporation for the issuance of such warrants, rights or options, 
            plus the minimum amounts of cash and fair value of other 
            consideration, if any, payable to the Corporation upon the 
            exercise of such warrants, rights or options or payable to the 
            Corporation upon conversion of such Convertible Securities.

                  (C)  In the case of the issuance of shares of Common Stock 
            or Convertible Securities for a consideration in whole or in part, 
            other than cash, the consideration other than cash shall be deemed 
            to be the fair market value thereof as reasonably determined in 
            good faith by the Board of Directors of the Corporation 
            (irrespective of the accounting treatment thereof); provided, 
            however, that if such consideration consists of the cancellation 
            of debt issued by the Corporation, the consideration shall be 
            deemed to be the amount the Corporation received upon issuance of 
            such debt (gross proceeds) plus accrued interest and, in the case 
            of original issue discount or zero coupon indebtedness, accreted 
            value to the date of such cancellation, but not including any 
            premium or discount at which the debt may then be trading or which 
            might otherwise be appropriate for such class of debt.

                  (D)  In case of the issuance of additional shares of Common 
            Stock upon the exchange of any obligations (other than Convertible 
            Securities), the amount of the consideration received by the 
            Corporation for such Common Stock shall be deemed to be the 
            consideration received by the Corporation for such obligations or 
            shares so exchanged, before deducting from such consideration so 
            received by the Corporation any expenses or commissions or 
            compensation incurred or paid by the Corporation for any 
            underwriting of, or otherwise in connection with, the issuance or 
            sale of such obligations or shares, plus any consideration 
            received by the Corporation in connection with such exchange other 
            than a payment in adjustment of interest and dividends.  If 
            obligations or shares of the same class or series of a class as 
            the obligations or shares so exchanged have been originally issued 
            for different amounts of consideration, then the amount of 
            consideration received by the Corporation upon the original 
            issuance of each of the obligations or shares so converted or 
            exchanged shall be deemed to be the average amount of the 
            consideration received by the Corporation upon the original 
            issuance of all such obligations or shares.  The amount of 
            consideration received by the Corporation upon the original 
            issuance of the obligations or shares so exchanged and the amount 
            of the consideration, if any, other than such obligations or 
            shares, received by the Corporation upon such exchange shall be 
            determined in the same manner as provided in paragraphs (A) and 
            (B) above with respect to the consideration received by the 
            Corporation in case of the issuance of additional shares of Common 
            Stock or Convertible Securities.

                  (E)  In the case of the issuance of additional shares of 
            Common Stock as a dividend, the aggregate number of shares of 
            Common Stock issued in payment of such dividend shall be deemed to 
            have been issued at the close of business on the record date fixed 
            for the determination of stockholders entitled to such dividend 
            and shall be deemed to have been issued without consideration; 
            provided, however, that if the Corporation, after fixing such 
            record date, shall legally abandon its plan to so issue Common 
            Stock as a dividend, no adjustment of the Applicable Conversion 
            Price shall be required by reason of the fixing of such record 
            date.

            (iv)  Deemed Issuances of Common Stock.   For purposes of the 
      adjustment provided for in Section 7(e)(i) above, if at any time the 
      Corporation shall issue any Convertible Securities, the Corporation 
      shall be deemed to have issued at the time of the issuance of such 
      Convertible Securities the maximum number of shares of Common Stock 
      issuable upon conversion of the total amount of such Convertible 
      Securities.

            (v)  Readjustments.  On the expiration, cancellation or redemption 
      of any Convertible Securities, the Conversion Price then in effect 
      hereunder shall forthwith be readjusted to such Conversion Price as 
      would have been obtained (a) had the adjustments made upon the issuance 
      or sale of such expired, canceled or redeemed Convertible Securities 
      been made upon the basis of the issuance of only the number of shares of 
      Common Stock theretofore actually delivered upon the exercise or 
      conversion of such Convertible Securities (and the total consideration 
      received therefor) and (b) had all subsequent adjustments been made on 
      only the basis of the Conversion Price as readjusted under this Section 
      7(e)(v) for all transactions (which would have affected such adjusted 
      Conversion Price) made after the issuance or sale of such Convertible 
      Securities.

            (vi)  De Minimis Adjustments.  Anything in this Section 7(e) to 
      the contrary notwithstanding, no adjustment in the Conversion Price 
      shall be required unless such adjustment would require an increase or 
      decrease of at least 5% in such Conversion Price; provided, however, 
      that any adjustments which by reason of this subsection 7(e)(vi) are not 
      required to be made shall be carried forward and taken into account in 
      making subsequent adjustments.  All calculations under Section 7(e) 
      shall be made to the nearest cent.

            (vii)  Notice of Adjustment.  Upon any adjustment of the 
      Conversion Price, then and in each such case the Corporation shall 
      promptly deliver a notice to the registered holders of the shares of 
      Series A Preferred Stock, which notice shall state the Conversion Price 
      resulting from such adjustment, setting forth in reasonable detail the 
      method of calculation and the facts upon which such calculation is 
      based.

            (viii)  Fair Market Value.  For purposes of Sections 5 and 7(e), 
      the fair market value of the Common Stock on the date of any issuance or 
      sale as contemplated by such Sections (for purposes of this subsection 
      only, the "date of inquiry"), shall be the arithmetical average of the 
      following prices for such of the twenty (20) business days immediately 
      preceding the date of inquiry as shall be available:

                  (A)  If the Common Stock is listed on a national securities 
            exchange or National Association of Securities Dealer's Automated 
            Quotation System ("NASDAQ") National Market, the last sale price 
            on such day or, if there shall have been no sale on such day, the 
            average of the closing bid and asked prices on such exchange or 
            National Market on such day; or 

                  (B)  If (A) shall not apply but the Common Stock shall be 
            included in the NASDAQ SmallCap Market, the average of the closing 
            bid and asked prices on such day quoted by brokers and dealers 
            making a market in NASDAQ, furnished by any member of the New York 
            Stock Exchange or NASD selected by the Corporation for that 
            purpose; or 

                  (C)  If (A) and (B) shall not apply but the Common Stock 
            shall be quoted on the NASD's OTC Bulletin Board or be quoted by 
            three brokers regularly making a market in such shares in the 
            over-the-counter market, the average of the closing bid and asked 
            prices on such day, furnished by any member of the New York Stock 
            Exchange or NASD selected by the Corporation for that purpose; or 

                  (D)  If none of (A), (B) or (C) shall apply, the fair market 
            value of the Common Stock shall be reasonably determined by the 
            Board of Directors of the Corporation in its sole discretion.

      (f)  Mandatory Conversion.  On the effective date of the Resale 
Registration Statement (as defined in Section 5) (the "Mandatory Conversion 
Date"), the shares of Series A Preferred Stock shall automatically be 
converted into shares of Common Stock in accordance with the provisions of 
Section 7.  At such time, the Corporation shall send to each holder of record 
of Series A Preferred Stock shares of Common Stock.

      8.  Common Share Equivalent Voting Rights.

      In addition to the rights provided by Sections 151 and 212 of the 
Delaware General Corporation Law and other applicable provisions of law; the 
Convertible Preferred Shares shall, with respect to all actions including the 
election of directors, be entitled to that number of votes, voting with the 
Common Shares as a single class, that a like number of Common Shares into 
which the Convertible Preferred Shares would be convertible on the record 
date fixed for the taking of such action (the "Record Date") would be 
entitled to vote.  For purposes of this provision, each Convertible 
Preferred Share shall be deemed convertible into Common Shares on a share 
for share basis.

      9.  Non-contravention.  (a)  The Corporation shall not participate in any 
reorganization, sale or transfer of assets, consolidation, merger, dissolution, 
issue or sale of securities or any other voluntary action for the purpose of 
avoiding or seeking to avoid the observance or performance of any of the terms 
to be observed or performed by the Corporation with respect to Convertible 
Preferred Shares, but shall at all times in good faith use its best efforts, 
and assist in carrying out all such action as may be reasonably necessary or 
appropriate in order to protect the rights of the holders of Convertible 
Preferred Shares. 

      (b)  In addition to any other rights provided by law, so long as any 
Series A Preferred Stock is outstanding, the Corporation shall not, without 
first obtaining the affirmative vote or written consent of the holders of more 
than fifty percent (50%) of the Convertible Preferred Shares outstanding 
(excluding treasury shares), voting as a separate class (i) increase the number
of authorized shares of Series A Preferred Stock, (ii) amend, alter or repeal 
any of the preferences or rights of Series A Preferred Stock, (iii) authorize 
any reclassification of the Series A Preferred Stock, or (iv) create any class 
or series of shares ranking prior to the Series A Preferred Stock as to 
dividends or upon liquidation or redemption.

      IN WITNESS WHEREOF, the undersigned hereby executes this document and 
affirms that the facts set forth herein are true under the penalties of perjury 
this 26th day of August, 1997.

                                       JD AMERICAN WORKWEAR, INC.



                                       By: _______________________________
                                           David DeBaene, President

CORPORATE SEAL


ATTEST:


__________________________________
Anthony Santucci, Chief Financial Officer


STATE OF RHODE ISLAND         )
                              ) SS.:
KENT COUNTY                   )

      On the _____ day of _________, 1997, before me personally came David 
DeBaene, to me known, who, being by me duly sworn, did depose and say that he 
resides at 60 Peters Lane, West Warwick, Rhode Island, 02893; that he is the 
President of JD American Workwear, Inc., the corporation described in and which 
executed the above certificate; that he knows the seal of said corporation; that
the seal affixed to said instrument is such corporate seal; and that the seal 
was affixed to said instrument by direction of the board of directors of the 
corporation and that he signed his name thereto by like order.


                                       ___________________________________
                                       Notary Public


                              CONVERSION NOTICE

                       TO:  JD AMERICAN WORKWEAR, INC.


The undersigned holder of Series A 10% Mandatorily Convertible Preferred Stock 
hereby irrevocably exercises the option to convert ______________ shares of 
Series A 10% Mandatorily Convertible Preferred Stock into shares of Common 
Stock of JD American Workwear, Inc., in accordance with the terms of the 
Certificate of Designation, and directs that the shares of Common Stock 
issuable and deliverable upon such conversion, together with a check (if 
applicable) in payment for any fractional shares as provided in such 
Certificate of Designation, be issued and delivered to the undersigned unless 
a different name has been indicated below.  If shares of Common Stock are to 
be issued in the name of a person other than the undersigned holder of such 
Note, the undersigned will pay all transfer taxes payable with respect 
thereto.



                   ______________________________________
                   Name and address of Holder


                   ______________________________________
                   Signature of Holder


                   Shares of Series A 10% Mandatorily Convertible
                   Preferred Stock converted:___________


If shares are to be issued otherwise then to the holder:


____________________________      ___________________________________
Name of Transferee                Address and SS# of Transferee

                                  ___________________________________


                                  ___________________________________